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Hub Group, Inc. Director's Dealing 2008

Dec 23, 2008

31640_dirs_2008-12-23_d5f63c9c-a82b-4fc5-b6cb-db43ee4b3648.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUB GROUP INC (HUBG)
CIK: 0000940942
Period of Report: 2008-12-21

Reporting Person: YEAGER MARK A (Director, Vice Chairman, President & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-12-21 Class A Common Stock F 1742 $23.57 Disposed 359973 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 19907 Indirect
Class A Common Stock 43826 Indirect
Class A Common Stock 43826 Indirect
Class B Common Stock 86794 Direct
Class B Common Stock 44040 Indirect
Class B Common Stock 44040 Indirect
Class B Common Stock 18296 Indirect

Footnotes

F1: Disposition of shares to satisfy withholding tax obligations with respect to 5,912 shares on which restrictions lapsed as of 12/21/2008.

F2: 29,560 of the shares of Class A Common Stock are restricted stock subject to vesting requirements.

F3: The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares. Members of the Yeager family own all 662,296 shares of the Class B Common Stock.

F5: The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares. Members of the Yeager family own all 662,296 shares of the Class B Common Stock.